CIRCULAR DATED 25 JULY 2011 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Circular is issued by Straits Asia Resources Limited. If you are in any doubt as to the action you should take, you should consult your bank manager, stockbroker, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all your shares in the capital of Straits Asia Resources Limited, you should immediately forward this Circular, the Notice of Extraordinary General Meeting and the enclosed Proxy Form to the purchaser or the transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer for onward transmission to the purchaser or the transferee. The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular. STRAITS ASIA RESOURCES LIMITED (Company Registration No. 199504024R) (Incorporated in the Republic of Singapore) CIRCULAR TO SHAREHOLDERS in relation to THE PROPOSED CHANGE OF THE COMPANY S NAME TO SAKARI RESOURCES LIMITED Important Dates and Times: Last date and time for lodgement of Proxy Form : 14 August 2011 at 9.00am Date and time of Extraordinary General Meeting : 16 August 2011 at 9.00am Place of Extraordinary General Meeting : York Hotel Rose Room II 21 Mount Elizabeth Singapore 228516
EXECUTIVE SUMMARY The following summary of this document should be read in conjunction with the full text: Straits Resources Limited, the Company s former holding company, sold its remaining interest in Straits Asia in March 2011 and its nominees resigned from the Board of Directors. The Directors believe that continued use of the Straits name could suggest, wrongly, that there is a continuing link with Straits Resources, which might serve to confuse the market and people conducting business with the Company. After a search for a name that would indicate a mature company with a unique identity, the Directors recommend that the Company s name should become Sakari Resources Limited. Sakari is an abstract word that combines the roots of the Company s business areas from which it is developing (Sebuku Island, the Makassar Straits and the Separi region). An EGM will be held at York Hotel, Rose Room II, 21 Mount Elizabeth, Singapore 228516 on 16 August 2011 at 9.00am and the Directors recommend that the Shareholders vote in favour of the Special Resolution to change the Company s name. The Company s major shareholder, PTT Asia Pacific Mining Pty Ltd, which controls 45.4% of the Company s issued shares, has indicated that it intends to vote in favour of the resolution.
TABLE OF CONTENTS Page DEFINITIONS... 4 LETTER TO SHAREHOLDERS 1. INTRODUCTION... 5 2. CHANGE OF COMPANY NAME... 5 3. EXTRAORDINARY GENERAL MEETING... 6 4. DIRECTORS RECOMMENDATIONS... 6 5. ACTION TO BE TAKEN BY SHAREHOLDERS... 6 6. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS... 7 7. DIRECTORS RESPONSIBILITY STATEMENT....7 8. DOCUMENTS FOR INSPECTION... 7 NOTICE OF EXTRAORDINARY GENERAL MEETING... 8 PROXY FORM 3
DEFINITIONS The following definitions shall apply throughout this Circular unless the context otherwise requires or unless otherwise stated: Board : The Board of Directors of the Company Chairman : The chairman of the Board Companies Act : The Companies Act, Chapter 50 of Singapore, as amended or modified from time to time Company or our Company : Straits Asia Resources Limited Company Secretary : The secretary of the Company from time to time control : The capacity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of a company controlling shareholder : In relation to a corporation, a person who: (a) in fact exercises control over the corporation; or (b) holds, directly or indirectly, 15% or more of the nominal amount of all the voting shares in a corporation, unless the SGX-ST determines otherwise Directors : Directors of the Company as at the date of this Circular EGM : The extraordinary general meeting of the Company to be convened and held on 16 August 2011, the notice of which is set out on page 8 of this Circular Latest Practicable Date : 20 July 2011 being the latest practicable date prior to the printing of this Circular Listing Manual : The Listing Manual of the SGX-ST Shareholders : Registered holders of Shares Shares : Ordinary shares in the capital of the Company Any reference to a time of day in this Circular shall be a reference to Singapore time. 4
LETTER TO SHAREHOLDERS STRAITS ASIA RESOURCES LIMITED (Company Registration No. 199504024R) (Incorporated in the Republic of Singapore) Directors: Dr. Chitrapongse Kwangsukstith (Non-Executive Chairman) Mr. Martin David Purvis (Chief Executive Officer and Executive Director) Dr. Chua Yong Hai (Non-Executive, Independent) Ms. Julie Hall (Non-Executive, Independent) Mr. Han Eng Juan (Non-Executive. Independent) Mr. Peerachat Pinprayong (Non-Executive) Mr. Supattanapong Punmeechaow (Non-Executive) Mr. Apisit Rujikeatkamjorn (Non-Executive, Independent) Registered Office: 391B Orchard Road Ngee Ann City Tower B #17-01 Singapore 238874 25 July 2011 TO: THE SHAREHOLDERS OF STRAITS ASIA RESOURCES LIMITED Dear Shareholder, 1. INTRODUCTION On 25 July 2011, the Board of Directors announced the Proposed Change of Name of the Company from Straits Asia Resources Limited to Sakari Resources Limited (the Proposed Change of Name ). The Proposed Change of Name is subject to, inter alia, the approval of Shareholders by way of a Special Resolution at the EGM. The purpose of this Circular is to provide Shareholders with information relating to, and to seek Shareholders approval at the EGM for, the Proposed Change of Name. 2. CHANGE OF COMPANY NAME 2.1 Rationale The name Straits Asia Resources Limited originally cascaded from the name of the former Australian controlling shareholder, Straits Resources Limited, (Straits Resources) and demonstrated the clear link between the two companies. In April 2009 Straits Resources relinquished its controlling shareholding to PTT Group and in March 2011 Straits Resources sold its remaining interest in Straits Asia and its nominees resigned from the Board of Directors. The association with Straits Resources has therefore ended and your Directors believe that continued use of the Straits name could suggest, wrongly, that there is a continuing link with Straits Resources, which might serve to confuse the market and people conducting business with the Company. There are tangible benefits to a change in name for the Company in order to remove any confusion and to signify a watershed in terms of the management, growth and future direction of the business. 5
LETTER TO SHAREHOLDERS In line with this view the Directors considered numerous possible names using local and regional themes. The search for a name that is not already in use and would create a unique identity was challenging. Furthermore, the Directors were aware that some words had unintended meanings in languages in markets in which we conduct our business. After careful thought, the Directors recommend that the Company s name should become Sakari Resources Limited. The proposed new name Sakari Resources Limited allows the Company to be identified as a mature, unique entity that is separated from its previous ownership. Sakari is an abstract word that combines the roots of the Company s business areas from which it is developing (Sebuku Island, the Makassar Straits and the Separi region). 2.2 Approvals The Accounting and Corporate Regulatory Authority has given its approval for the Proposed Change of Name. The name Sakari Resources Limited. has been reserved by the Company. The Proposed Change of Name will be proposed as a Special Resolution and is subject to Shareholders approval at the EGM. Upon receipt of such Shareholders approval, the Company shall change its name to Sakari Resources Limited with effect from the issue of the Certificate of Incorporation on Change of Name of Company and the name Sakari Resources Limited shall be substituted for Straits Asia Resources Limited wherever it appears in the Company s Memorandum and Articles of Association. Apart from the substitution of the Company s name there will be no amendments made to the Company s Memorandum and Articles of Association. 2.3 Existing share certificates Shareholders should note that notwithstanding the Proposed Change of Name, the Company will not recall existing share certificates which will continue to be prima facie evidence of legal title. No further action is required on the part of Shareholders. 3. EXTRAORDINARY GENERAL MEETING The EGM will be held at York Hotel, Rose Room II, 24 Mount Elizabeth, Singapore 228516 on 16 August 2011 at 9:00am for the purpose of considering and, if thought fit, passing, with or without modifications, the Special Resolution set out in the Notice of EGM on page 8 of this Circular. 4. DIRECTORS RECOMMENDATIONS AND MAJOR SHAREHOLDER S INTENTION The Directors recommend that Shareholders vote in favour of the Special Resolution for the reasons set out in this Circular. The Company s major Shareholder, PTT Asia Pacific Mining Pty Ltd, which controls 45.4% of the Company s issued share capital, has indicated that it intends to vote in favour of the Special Resolution. 5. ACTION TO BE TAKEN BY SHAREHOLDERS If a Shareholder who is a registered holder of Shares is unable to attend the EGM and wishes to appoint a proxy to attend and vote on his behalf, he should complete, sign and return the attached proxy form in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the registered office of the Company, which is 391B Orchard Road, Ngee Ann City Tower B, #17-01, Singapore 238874 not less than 48 hours before the time appointed for the holding of the EGM. The completion and return of the proxy form by a Shareholder who is a registered holder of Shares will not prevent him from attending and voting at the EGM in person if he so wishes. 6
LETTER TO SHAREHOLDERS 6. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS Neither the Directors nor the Controlling Shareholder of the Company has any interest, direct or indirect in the Proposed Change of Name. 7. DIRECTORS RESPONSIBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the Proposed Change of Name, the Company and its subsidiaries (if applicable), and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading. Where information in the Circular has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in the Circular in its proper form and context. 8. DOCUMENTS FOR INSPECTION Copies of the following documents are available for inspection at the registered office of the Company at 391B Orchard Road, Ngee Ann City Tower B, #17-01, Singapore 238874 during normal business hours from the date hereof up to and including the date of the EGM:- (i) (ii) the Memorandum and Articles of Association of the Company; and the annual report of the Company for FY2010. Yours faithfully For and on behalf of the Board of Directors of Straits Asia Resources Limited Dr. Chitrapongse Kwangsukstith Chairman 7
NOTICE OF EXTRAORDINARY GENERAL MEETING STRAITS ASIA RESOURCES LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: 199504024R) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of STRAITS ASIA RESOURCES LIMITED ( the Company ) will be held on 16 August 2011 at 9:00am at York Hotel, Rose Room II, 24 Mount Elizabeth, Singapore 228516 for the purpose of considering and, if thought fit, passing (with or without modification) the Special Resolution set out below. SPECIAL RESOLUTION: AUTHORITY TO CHANGE THE COMPANY NAME That : (a) (b) the name of the Company Straits Asia Resources Limited be changed to Sakari Resources Limited and that the name Sakari Resources Limited be substituted for Straits Asia Resources Limited wherever it appears in the Company s Memorandum and Articles of Association; and any Director of the Company and/or the Company Secretary be and is hereby authorised to complete and do all such acts and things (including executing or amending all such documents as may be required) as he may consider expedient or necessary or appropriate to give effect to this Resolution. [See Explanatory Note below.] By Order of the Board Graeme Tivey Secretary Singapore 25 July 2011 Explanatory Note: The Special Resolution above, if passed, will change the Company s name to Sakari Resources Limited. The Directors consider that the proposed new name allows the Company to be identified as a mature, unique entity that is separated from its previous ownership. Notes: 1. A Member entitled to attend and vote at the Extraordinary General Meeting (the Meeting ) is entitled to appoint one (1) or two (2) proxies to attend and vote in his/her stead. A proxy need not be a Member of the Company. 2. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 391B Orchard Road, Ngee Ann City Tower B, #17-01, Singapore 238874 not less than 48 hours before the time appointed for holding the Meeting. 8
STRAITS ASIA RESOURCES LIMITED (Company Registration No. 199504024R) (Incorporated In the Republic of Singapore) PROXY FORM (Please see notes overleaf before completing this Form) IMPORTANT: 1. For investors who have used their CPF monies to buy Straits Asia Resources Limited shares, this Report is forwarded to them at the request of the CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them. 3. CPF investors who wish to attend the Meeting as an observer must submit their requests through their CPF Approved Nominees within the time frame specified. If they also wish to vote, they must submit their voting instructions to the CPF Approved Nominees within the time frame specified to enable them to vote on their behalf. I/We of being a member/members of Straits Asia Resources Limited (the Company ), hereby appoint: Name NRIC/ Passport No. Proportion of Shareholding No. of Shares (%) Address and/or (delete as appropriate) Name NRIC/ Passport No. Proportion of Shareholding No. of Shares (%) Address or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting as my/ our proxy/proxies to vote for me/us on my/our behalf at the Extraordinary General Meeting (the Meeting ) of the Company to be held at York Hotel, Rose Room II, 21 Mount Elizabeth, Singapore 228516 on 16 August 2011 at 9.00am and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolution proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given or in the event of any other matter arising at the Meeting and at any adjournment thereof, the proxy/proxies will vote or abstain from voting at his/her discretion. The authority herein includes the right to demand or to join in demanding a poll and to vote on a poll. (Please indicate your vote For or Against with a tick [ ] within the box provided.) Special Resolution For Against To approve the Proposed Change of Name Dated this day of 2011 Total number of Shares in: (a) CDP Register (b) Register of Members No. of Shares Signature(s) of Shareholder(s) or, Common Seal of Corporate Shareholder IMPORTANT: PLEASE READ NOTES ON REVERSE
NOTES: 1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you. 2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote in his/her stead. A proxy need not be a member of the Company. 3. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy. 4. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy to the Meeting. 5. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 391B Orchard Road, Ngee Ann City Tower B #17-01, Singapore 238874 not less than 48 hours before the time appointed for the Meeting. 6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument. 7. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore. General: The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.